8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 6, 2009

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-50056	05-0527861
(State of incorporation	(Commission file number)	(I.R.S. employer identification number)
or organization)

4200 STONE ROAD
KILGORE, TEXAS	75662
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (903) 983-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On May 6, 2009, Martin Midstream Partners L.P. (the “Partnership”) issued a press release reporting its financial results for the quarter ended March 31, 2009.

     A copy of the press release is furnished as Exhibit 99.1 to this Current Report and will be published on the Partnership’s website at www.martinmidstream.com. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     As previously reported, on May 7, 2009, at 8:00 a.m. Central Time, the Partnership will hold an investors’ conference call to discuss the Partnership’s financial results for the first quarter ended March 31, 2009. The supplemental financial data, including certain non-generally accepted accounting principle financial measures, that will be discussed during the investors’ conference call is included in the above referenced press release.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act.

Exhibit
Number	Description
99.1	Press release dated May 6, 2009.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARTIN MIDSTREAM PARTNERS L.P.
	By:	Martin Midstream GP LLC, Its General Partner
Date: May 6, 2009	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release dated May 6, 2009.

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EX-99.1

Exhibit 99.1

MARTIN MIDSTREAM PARTNERS REPORTS
2009 FIRST QUARTER FINANCIAL RESULTS

     KILGORE, Texas, May 6, 2009 (GlobeNewswire via COMTEX News Network) — Martin Midstream Partners L.P. (Nasdaq: MMLP) announced today its financial results for the first quarter ended March 31, 2009.

     MMLP reported net income for the first quarter of 2009 of $4.9 million, or $0.28 per limited partner unit. This compared to net income for the first quarter of 2008 of $8.0 million, or $0.51 per limited partner unit. Revenues for the first quarter of 2009 were $156.9 million compared to $313.0 million for the first quarter of 2008. First quarter 2009 net income was negatively impacted by $1.1 million, or $0.08 per limited partner unit, in non-cash derivatives net losses from certain commodity and interest rate hedges that did not qualify for hedge accounting.

     The Company’s distributable cash flow for the first quarter of 2009 was $13.9 million. Distributable cash flow is a non-GAAP financial measure which is explained in greater detail below under “Use of Non-GAAP Financial Information.” The Company has also included below a table entitled “Distributable Cash Flow” in order to show the components of this non-GAAP financial measure and its reconciliation to the most comparable GAAP measurement.

     MMLP’s first quarter 2009 financial statements are included with this press release. These financial statements should be read in conjunction with the information contained in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2009.

     Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of Martin Midstream Partners, said “The first quarter proved to be a challenging quarter for our company given the overall state of the economy. Our terminalling and natural gas processing businesses were negatively impacted by the decline in commodity prices while our sulfur services volumes were down due to the current economic downturn and a wetter-than-expected planting season. Despite these challenges, however, our propane and NGL businesses experienced improved unit margins which helped to maintain our strong distribution coverage at approximately 1.2 times for the quarter. In addition, we successfully executed on our non-strategic asset divestiture plan with the recent sale of the Mont Belvieu rail rack facility to an affiliate of Enterprise Products Partners for approximately $23.1 million, $3.5 million of which will be received upon our completion of construction projects at the facility. This sale provides us with additional liquidity while having a negligible impact relative to our historical distributable cash flow. We have identified additional potential asset sales and will continue to evaluate opportunities that generate liquidity with minimal impact to our cash flows.”

Investors’ Conference Call

     An investors’ conference call to review the first quarter results will be held on Thursday, May 7, 2009 at 8:00 a.m. Central Time. The conference call can be accessed by calling 877-591- 4959. An audio replay of the conference call will be available by calling 888-203-1112 from 9:00 a.m. Central Time on May 7, 2009 through 11:59 p.m. Central Time on May 14, 2009. The access code for the conference call and the audio replay is: Conference ID No. 1754532. The

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audio replay of the conference call will also be archived on the Company’s website at www.martinmidstream.com.

About Martin Midstream Partners

     Martin Midstream Partners is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership’s primary business lines include: terminalling and storage services for petroleum products and by-products; natural gas services; marine transportation services for petroleum products and by-products; and sulfur and sulfur-based products processing, manufacturing, marketing and distribution.

     Additional information concerning the Company is available on the Company’s website at www.martinmidstream.com.

Forward-Looking Statements

     Statements about Martin Midstream Partners’ outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While MMLP believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Company’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. Martin Midstream Partners disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.

Use of Non-GAAP Financial Information

     MMLP reports its financial results in accordance with generally accepted accounting principles. However, from time to time, MMLP uses certain non-GAAP financial measures such as distributable cash flow because MMLP’s management believes that this measure may provide users of this financial information with meaningful comparisons between current results and prior reported results and a meaningful measure of MMLP’s cash available to pay distributions. Distributable cash flow should not be considered an alternative to cash flow from operating activities or any other measure of financial performance in accordance with generally accepted accounting principles (GAAP) in the United States. Distributable cash flow is not intended to represent cash flows for the period, nor is it presented as an alternative to income from continuing operations. Furthermore, it should not be seen as a measure of liquidity or a substitute for comparable metrics prepared in accordance with GAAP. This information may constitute non-GAAP financial measures within the meaning of Regulation G adopted by the Securities and Exchange Commission. Accordingly, MMLP has presented herein, and will present in other information it publishes that contains this non-GAAP financial measure, a reconciliation of this measure to the most directly comparable GAAP financial measure.

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     The Company has included below a table entitled “Distributable Cash Flow” in order to show the components of this non-GAAP financial measure and its reconciliation to the most comparable GAAP measure. MMLP calculates distributable cash flow as follows: net income (as reported in Statements of Operations), plus depreciation and amortization and amortization of deferred debt issuance costs (as reported in Statements of Cash Flows), less deferred taxes (as reported in its Statements of Cash Flows), plus distribution equivalents from unconsolidated entities (as described below), plus invested cash in unconsolidated entities (as described below), less equity in earnings of unconsolidated entities (as reported in Statements of Operations), plus non-cash derivatives loss (as reported in Statements of Cash Flows), less maintenance capital expenditures (as reported under the caption “Liquidity and Capital Resources” in MMLP’s Quarterly Report on Form 10-Q filed on May 6, 2009), plus unit-based compensation (as reported in Statements of Capital).

     MMLP’s distribution equivalents from unconsolidated entities is calculated as distributions from unconsolidated entities (as reported in Statements of Cash Flows), plus return of investments from unconsolidated entities (as reported in Statements of Cash Flows), plus distributions in-kind from equity investments (as reported in Statements of Cash Flows). For the quarter ended March 31, 2009, MMLP’s distributions from unconsolidated entities, return of investments from unconsolidated entities and distributions in-kind from equity investments were $0.7 million, $0.2 million and $1.3 million, respectively.

     MMLP’s invested cash in unconsolidated entities is calculated as distributions from unconsolidated entities for operations (as reported in Statements of Cash Flows), plus expansion capital expenditures in unconsolidated entities (as reported under the caption “Liquidity and Capital Resources” in MMLP’s Quarterly Report on Form 10-Q filed on May 6, 2009). For the quarter ended March 31, 2009, MMLP’s distributions from unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were $0.6 million and $0.4 million, respectively

     Contact: Robert D. Bondurant, Executive Vice President and Chief Financial Officer of Martin Midstream GP LLC, the Company’s general partner at (903) 983-6200.

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MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)

	March 31,			December 31,
	2009			2008
	(Unaudited)			(Audited)
Assets
Cash	$	7,965		$	7,983
Accounts and other receivables, less allowance for doubtful accounts of $599 and $481		66,732			68,117
Product exchange receivables		5,808			6,924
Inventories		32,494			42,461
Due from affiliates		1,903			555
Fair value of derivatives		3,793			3,623
Other current assets		1,060			1,079
Total current assets		119,755			130,742
Property, plant, and equipment, at cost		550,213			537,381
Accumulated depreciation		(133,396	)		(125,256	)
Property, plant and equipment, net		416,817			412,125
Goodwill		37,405			37,405
Investment in unconsolidated entities		79,089			79,843
Fair value of derivatives		1,171			1,469
Other assets, net		6,832			7,332
	$	661,069		$	668,916
Liabilities and Capital
Trade and other accounts payable	$	70,323		$	87,382
Product exchange payables		8,283			10,924
Due to affiliates		27,641			13,420
Income taxes payable		278			414
Fair value of derivatives		7,975			6,478
Other accrued liabilities		3,238			6,077
Total current liabilities		117,738			124,695
Long-term debt		301,700			295,000
Deferred income taxes		8,443			8,538
Fair value of derivatives		2,937			4,302
Other long-term obligations		1,642			1,667
Total liabilities		432,460			434,202
Partners’ capital		232,672			239,649
Accumulated other comprehensive loss		(4,063	)		(4,935	)
Total partners’ capital		228,609			234,714
Commitments and contingencies	$	661,069		$	668,916

These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2009.

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MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended
	March 31,
	2009			2008
Revenues:
Terminalling and storage	$	9,599		$	7,920
Marine transportation		16,336			16,403
Product sales:
Natural gas services		90,866			207,092
Sulfur services		26,586			70,225
Terminalling and storage		13,519			11,376
		130,971			288,693
Total revenues		156,906			313,016
Costs and expenses:
Cost of products sold:
Natural gas services		82,667			202,850
Sulfur services		18,435			56,340
Terminalling and storage		12,105			9,921
		113,207			269,111
Expenses:
Operating expenses		23,888			24,217
Selling, general and administrative		4,179			3,479
Depreciation and amortization		8,405			7,340
Total costs and expenses		149,679			304,147
Other operating income		—			139
Operating income		7,227			9,008
Other income (expense):
Equity in earnings of unconsolidated entities		2,059			3,510
Interest expense		(4,669	)		(4,743	)
Other, net		23			181
Total other expense		(2,587	)		(1,052	)
Net income before taxes		4,640			7,956
Income tax benefit		230			61
Net income	$	4,870		$	8,017
General partner’s interest in net income	$	807		$	651
Limited partners’ interest in net income	$	4,063		$	7,366
Net income per limited partner unit — basic and diluted	$	0.28		$	0.51
Weighted average limited partner units — basic		14,532,826			14,532,826
Weighted average limited partner units — diluted		14,537,094			14,535,491

These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2009.

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MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL
(Unaudited)
(Dollars in thousands)

	Partners’ Capital
														Accumulated
														Other
											General			Comprehensive
	Common					Subordinated					Partner			Income (Loss)
	Units		Amount			Units		Amount			Amount			Amount			Total
Balances — January 1, 2008		12,837,480	$	244,520			1,701,346	$	(6,022	)	$	4,112		$	(6,762	)	$	235,848
Net income		—		6,141			—		1,225			651			—			8,017
Cash distributions		—		(8,986	)		—		(1,191	)		(719	)		—			(10,896	)
Unit-based compensation		—		17			—		—			—			—			17
Adjustment in fair value of derivatives		—		—			—		—			—			(4,992	)		(4,992	)
Balances — March 31, 2008		12,837,480	$	241,692			1,701,346	$	(5,988	)	$	4,044		$	(11,754	)	$	227,994
Balances — January 1, 2009		13,688,152	$	239,333			850,674	$	(3,688	)	$	4,004		$	(4,935	)	$	234,714
Net income		—		3,826			—		237			807			—			4,870
Cash distributions		—		(10,266	)		—		(638	)		(962	)		—			(11,866	)
Unit-based compensation		—		19			—		—			—			—			19
Adjustment in fair value of derivatives		—		—			—		—			—			872			872
Balances — March 31, 2009		13,688,152	$	232,912			850,674	$	(4,089	)	$	3,849		$	(4,063	)	$	228,609

These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2009.

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MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities:
Net income	$	4,870		$	8,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,405			7,340
Amortization of deferred debt issuance costs		281			279
Deferred taxes		(95	)		(80	)
Gain on disposition or sale of property, plant and equipment		—			(140	)
Equity in earnings of unconsolidated entities		(2,059	)		(3,510	)
Distributions from unconsolidated entities		650			—
Distributions in-kind from equity investments		1,303			2,580
Non-cash derivatives loss		1,132			1,888
Other		19			17
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables		1,385			(8,454	)
Product exchange receivables		1,116			668
Inventories		9,967			747
Due from affiliates		(1,348	)		(1,583	)
Other current assets		19			(1,159	)
Trade and other accounts payable		(17,059	)		19,329
Product exchange payables		(2,641	)		(2,679	)
Due to affiliates		14,221			(506	)
Income taxes payable		(136	)		(15	)
Other accrued liabilities		(2,839	)		(809	)
Change in other non-current assets and liabilities		(39	)		14
Net cash provided by operating activities		17,152			21,944
Cash flows from investing activities:
Payments for property, plant and equipment		(12,864	)		(33,600	)
Acquisitions, net of cash acquired		—			(5,983	)
Proceeds from sale of property, plant and equipment		—			404
Return of investments from unconsolidated entities		220			450
Distributions from unconsolidated entities for operations		640			506
Net cash used in investing activities		(12,004	)		(38,223	)
Cash flows from financing activities:
Payments of long-term debt		(28,400	)		(58,120	)
Proceeds from long-term debt		35,100			88,100
Cash distributions paid		(11,866	)		(10,896	)
Net cash provided by (used in) financing activities		(5,166	)		19,084
Net increase (decrease) in cash		(18	)		2,805
Cash at beginning of period		7,983			4,113
Cash at end of period	$	7,965		$	6,918

These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2009.

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MARTIN MIDSTREAM PARTNERS L.P.
DISTRIBUTABLE CASH FLOW

Unaudited Non-GAAP Financial Measure
(Dollars in thousands)

	Three Months
	Ended
	March 31,
	2009
Net income	$	4,870
Adjustments to reconcile net income to distributable cash flow:
Depreciation and amortization		8,405
Amortization of deferred debt issuance costs		281
Deferred taxes		(95	)
Distribution equivalents from unconsolidated entities1		2,173
Invested cash in unconsolidated entities2		883
Equity in earnings of unconsolidated entities		(2,059	)
Non-cash derivatives loss		1,132
Maintenance capital expenditures		(1,716	)
Unit-based compensation		19
Distributable cash flow	$	13,893

1 Distribution equivalents from unconsolidated entities:
Distributions from unconsolidated entities	$	650
Return of investments from unconsolidated entities		220
Distributions in-kind from equity investments		1,303
Distributions equivalents from unconsolidated entities	$	2,173
2 Invested cash in unconsolidated entities:
Distributions from unconsolidated entities for operations		640
Expansion capital expenditures in unconsolidated entities		243
Invested cash in unconsolidated entities	$	883

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